Referral Agreement

THE PARTIES TO THIS AGREEMENT ARE:

The Agent: _____________________________
_____________________________
_____________________________
The Company: _______________________________
_______________________________
_______________________________
Whereas the Agent may from time to time refer potential customers to the
Company for a referral fee.
The Parties agree to the following:
1. The referral fee shall be calculated as ______________ per cent (______%) of the
net value of goods or services sold by the Company as a direct result of a referral. Net
value shall exclude value added tax, postage and packaging, insurance, refunds and
payments not honored by a financial institution. Subsequent sales of goods or services to
the referred customer shall not be subject to a referral fee except where such subsequent
purchase is the direct result of a repeat referral.
OR
1. The referral fee shall be a flat fee of _______________________________
($______) per customer referred, regardless of the value of the resulting sales of goods
or services by the Company.
2. Upon reconciliation of referral fees due, the Agent shall issue an invoice to the
Company and payment shall be effected within thirty (30) days of submission of said
invoice.
3. Placement of advertisements and referral methods for the Company are at the sole
discretion of the Agent. However, in order to solicit sales, the Agents shall not make
promises or issue any warranty either expressed or implied pertaining to the goods or
services offered by the Company unless authorized in writing by the Company to do so.
4. The Agent may make use of the Company's trademarks for the sole purpose of
promoting the Company's goods or services. Any such use shall be in accordance with
the Company's trademark policies. It is expressly understood that this referral agreement
does not grant the Agent any interest in the Company's trademarks or any other
intellectual property rights.
5. The relationship between the parties shall at all times be that of independent
contractors. No employment, partnership or joint venture relationship is formed by this
referral agreement and at no time may the Agent position itself as affiliated to the
Company, except as an independent referrer. In view of this independent relationship the
Agent shall not enter into any agreements on behalf of the Company, shall make no
warranty either expressed or implied on behalf of the Company and shall not incur any
expenses on behalf of the Company.
6. This referral agreement does not grant exclusive rights to the Agent to act as referrer
on behalf of the Company and the Agent shall have no rights under any other
agreements entered into by the Company with other Agents.
7. The Agent agrees not to disclose any confidential information pertaining to the
Company's goods or services nor that of prospective or existing customers to any third
party. The Agent may do follow-up enquiries with its referred customers to confirm their
purchase and to gather feedback about their experience with the Company's goods or
services as supplied.
8. Either party may terminate this referral agreement at any time by giving the other
party ten (10) days prior written notice. Upon termination by either party all outstanding
referral fees due to the Agent at that time shall be settled in full within thirty (30) days.
9. Each party shall indemnify, defend and hold the other party (and any other relation
to the other party) harmless against any and all claims of whatsoever nature arising from
misrepresentation, default, misconduct, failure to perform or any other act related to this
agreement.
10. This agreement constitutes the whole agreement between the parties and any
alteration must be in writing and signed by both parties.
Signed at ___________________ on this ______ day of
_____________________________20____.

___________________________
Agent

___________________________
Company
Both signatories duly warrant their authority to sign this agreement.